New Gold Inc. (NGD) Earnings Call Transcript & Summary

Good morning, and welcome to the Special Meeting of Shareholders of New Gold, Inc. to consider the proposed arrangement between New Gold and Coeur Mining Inc. My name is Richard O'Brien, Chair of the New Gold Board of Directors. In accordance with the articles of New Gold, I will act as Chair of this meeting. I would like to introduce the members of management present at the meeting, who include Patrick Godin, President and Chief Executive Officer; Keith Murphy, Executive Vice President and Chief Financial Officer; Ankit Shah, Executive Vice President and Chief Strategy Officer; Sean Keating, Vice President, General Counsel and Corporate Secretary; and Dan Sharkey, Chief Human Resources Officer. I'd also like to welcome the Directors of New Gold, who are also in attendance online. This special meeting is being held in person and online. This format allows all registered shareholders and duly appointed proxy holders, including those joining us online via live webcast, an opportunity to participate, ask questions and vote at the meeting. Guests are also welcome to attend and listen to the meeting virtually, but may not ask questions or vote. The vast majority of all voters have been passed in advance the meeting by proxy through the various available channels. That said, the right to attend, vote and participate in this meeting is very important. I will now ask Sean Keating to discuss some procedural matters relating to today's meeting. Sean will also act as Secretary of the meeting. Sean?

Thank you, Richard, and good morning, everyone. We would like to set out a few rules for the orderly conduct of today's meeting. For registered shareholders and duly appointed proxy holders attending the meeting in person, when making a motion or asking a question, please raise your hand when prompted. For those attending online, motions may be made and questions may be submitted by registered shareholders or duly appointed proxy holders by clicking on the Question tab on the virtual interface, typing in and submitting a motion or a question. Messages submitted on the online webcast are generally received shortly after they are submitted, and motions or questions in response to motions will be read out and addressed as soon as possible. To ensure that those joining us online have a fair opportunity to participate, we encourage any online participants who have specific questions on a formal item of business, including procedural matters to make such written submissions now, clearly identifying the applicable formal item of business. The Chair will then take up those matters when he opens the floor to questions on the relevant matter. When making a motion or asking a question, please indicate whether you are a registered shareholder or a duly appointed proxy holder. If you are a duly appointed proxy holder, please indicate which person or entity you represent. The Chair will open the floor to questions at the appropriate time. For the purposes of the meeting today, voting both in person and online will be conducted by ballot. Only registered shareholders and duly appointed proxy holders will be asked to vote on each motion that is properly brought before the meeting. Shareholders who have already sent in proxies or voted via telephone or Internet do not need to vote again at this meeting unless you wish to change your vote. Registered shareholders and duly appointed proxy holders who have not already voted or who would like to change their vote may vote once the polls are open. Each registered shareholder or proxy holder completing a ballot to record their vote by indicating whether the vote is for or against the arrangement resolution. For those joining us in person, you can vote by completing the ballot provided when you arrived at the meeting. If you did not receive a ballot and would like one, please raise your hand and the scrutineer will provide one to you. For those joining us through live webcast, once the polls are opened, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and wish to vote will be able to see the arrangement resolution on the screen and any motion being brought forth at this meeting by clicking on the voting tab and following the instructions on the electronic ballot. I will now turn the mic back to Richard O'Brien to conduct the formal portion of today's meeting.

Thanks, Sean. To facilitate the meeting, certain shareholders have been asked to move or second the resolution. I will call on them at the appropriate time. With the consent of the meeting, Daniela Munoz of Computershare Investor Services Inc. will act as scrutineer of the meeting to tabulate the vote and report the results to me and the Secretary. Computershare and Broadridge have provided sworn affidavits stating that the notice of the meeting, the Management Information Circular, and related proxy materials have been sent or made available to each shareholder. I direct the Secretary to keep copies of the affidavit with the records of the company. Unless there is any objection, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available under the company's profile on SEDAR+. As no objections have been received, we will proceed with the business of the meeting. The purpose of today's meeting is to consider, and if deemed advisable, pass a special resolution approving the arrangement involving New Gold, Coeur Mining and 1561611 B.C. Ltd, a wholly owned subsidiary of Coeur Mining, under Division 5 of Part 9 of the British Columbia Business Corporations Act. Pursuant to the arrangement, the aforementioned Coeur Mining subsidiary will acquire all of the issued and outstanding New Gold common shares. In exchange, New Gold shareholders will receive 0.4959 of a Coeur Mining share for each New Gold share held. Upon completion of the transaction, New Gold will be a wholly owned subsidiary of Coeur Mining. Full details concerning the arrangement are contained in the management information circular dated December 19, 2025, that was distributed to all shareholders prior to today's meeting. There have been no amendments, modifications or supplements to the plan of arrangement. Under New Gold's governing laws and articles and in accordance with the interim order of the Supreme Court of British Columbia dated December 17, 2025, registered shareholders and duly appointed proxy holders who are participating in today's meeting in person and online are deemed to be present at the meeting for all purposes including for the purposes of establishing quorum. I'm advised that a quorum is present and that the meeting is properly constituted. A copy of the scrutineers' final report on attendance will be filed with the records of this meeting. As proper notice of the meeting has been given, and we have established a quorum for the meeting, I now declare this meeting to be duly convened. It is now time to consider and if deemed advisable, to approve a special resolution authorizing the proposed arrangement of New Gold under Division 5 of Part 9 of the British Columbia Business Corporations Act as described earlier. An arrangement agreement dated November 2, 2025, was entered into by New Gold, Coeur Mining and Coeur Mining's wholly owned subsidiary. Based on, among other things, the reasons described in the management information circular, the members of the New Gold Board of Directors unanimously approved the arrangement agreement and determined that the arrangement, including the transactions contemplated thereby is in the best interest of New Gold and is fair to New Gold's shareholders. Accordingly, the New Gold Board unanimously recommends that shareholders vote in favor of the resolution approving the arrangement. In order to be approved, the arrangement resolution must be passed by one, at least 2/3 of the votes cast by the holders of New Gold's common shares present at this meeting virtually or in person or represented by proxy and entitled to vote at this meeting; and two, a simple majority of the votes cast by the holders of New Gold's common shares present at this meeting virtually or in person or represented by proxy and entitled to vote at this meeting, excluding the votes of Mr. Patrick Godin, New Gold's President and Chief Executive Officer. The full text of the arrangement resolution is set out in Appendix A of the Management Information Circular. I will now ask Ankit Shah to move the special resolution of shareholders approving the arrangement resolution attached as Appendix A to the management information circular.

Mr. Chair, I move for the adoption of the resolution attached as Appendix A to the management information circular in respect of the approval of the arrangement.

Thank you. Would Vanessa Constantino, please second the motion.

Mr. Chair, I second the motion.

Thank you. Are there any questions with respect to this motion?

We have not received any questions at this time, either from online attendees or from those joining us in person.

Thanks, Kyle. As there are no questions, the meeting will now proceed to a vote on the arrangement resolution. I would now ask the polls to be open to registered holders and duly appointed proxy holders. I ask that registered shareholders and duly appointed proxy holders register their votes at this time, if they have not already done so. Once again, if you have previously deposited a proxy or have voted prior to the meeting and do not wish to change your vote, it is not necessary to complete a ballot. All registered shareholders and duly appointed proxy holders who have properly logged into the meeting online with their control numbers and who wish to vote will be able to see the arrangement resolution on the screen by clicking on the voting tab and following the instructions on the electronic ballot. Each registered shareholder or proxy holder completing an electronic ballot should record their vote by indicating whether the vote is for or against the arrangement resolution. If you are a registered shareholder or duly appointed proxy holder joining in person, you should have been provided with a ballot when you arrived at the meeting. If you did not receive a ballot and would like one, please raise your hand and the scrutineer will provide one. The ballot should be completed by marking an X to indicate whether the vote is for or against in the arrangement resolution and must be clearly signed. If you are a registered shareholder, please print your name on the ballot. If you are a duly appointed proxy holder, print your name and the name of each shareholder you represent on the ballot. The scrutineer cannot count your vote if they cannot read your name on the ballot. Please also identify the number of shares for which the ballot is being cast. Spoiled ballots will not be counted. The scrutineer will collect the ballots once voting is closed. We will provide registered shareholders and duly appointed proxy holders approximately 1 more minute to complete the ballots. Please complete your vote on the online portal or submit your ballot to the scrutineer if you have not already done so. For our online participants, once the electric balloting closes, the voting page will disappear, and your votes will automatically be submitted. [Voting]

Polls are now closed. We will take a brief moment to allow the scrutineer to tally the votes. Please remain online and logged into the meeting during this time. We have now received the scrutineer's report regarding the results of voting on the arrangement resolution. I'm pleased to report that the motion has been duly carried by the requisite special majority of the votes cast by the holders of New Gold common shares and the requisite majority of the votes cast by the holders of New Gold common shares, excluding the shares required to be excluded by applicable securities laws. The results of the ballot will be included in the minutes of this meeting and filed on SEDAR+. If any shareholder is interested in the exact number of votes cast in favor or against arrangement resolution, you may obtain particulars after the meeting on inquiry from the Secretary. I direct the Secretary to attach the report of the scrutineers to the minutes of this meeting. The formal items of business as set out in the notice of meeting have now been dealt with. As there is no further business to come before the meeting, I now declare the meeting to be terminated. Thank you all for taking the time to attend today.